<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1999
The Annual Meeting of Stockholders of America First Mortgage Investments,
Inc. (the "Company") will be held at the Joslyn Art Museum, 2200 Dodge Street,
Omaha, Nebraska on Wednesday, May 5, 1999, at 10:00 a.m., Central Daylight Time,
for the following purposes:
(1) To elect two Class I directors.
(2) To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditor for the Company for the fiscal year ending December 31, 1999.
(3) To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of Class I directors and the ratification of the
appointment of the independent auditors of the Company.
Only stockholders holding shares of Common Stock of record at the close of
business on March 22, 1999 will be entitled to notice of, and to vote at, the
meeting.
Please sign and return the enclosed proxy card using the envelope provided.
You can revoke your proxy at any time. If you attend the meeting in person you
may withdraw your proxy and vote in person.
By Order of the Board of Directors
/s/ WILLIAM S. GORIN
---------------------------------------------------------------------------
William S. Gorin, SECRETARY
New York, New York
April 5, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE>
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
399 Park Avenue
36th Floor
New York, New York 10022
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of America First Mortgage
Investments, Inc. (the "Company") to be held on May 5, 1999 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The principal executive offices of the Company are at
399 Park Avenue, 36th floor, New York, New York 10022. This Proxy Statement and
the proxy cards are first being mailed to stockholders on or about April 5,
1999.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing a
later-dated proxy with him. Furthermore, stockholders who are present at the
Annual Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe
outstanding shares owned by executive officers and directors of the Company will
be voted "FOR" each such proposal. Such shares represent approximately 2.6% of
the total shares outstanding as of March 22, 1999. Shares of Common Stock
entitled to vote and represented by properly executed, returned and unrevoked
proxies will be considered present at the meeting for purposes of determining a
quorum, including shares with respect to which votes are withheld, abstentions
are cast or there are broker nonvotes.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
Only holders of Common Stock of record at the close of business on March 22,
1999 (the "Record Date") will be entitled to vote at the Annual Meeting. At the
Record Date, there were 9,055,142 shares of Common Stock which were issued and
outstanding. Each share of Common Stock is entitled to one vote upon each matter
to be voted on at the Annual Meeting. Stockholders do not have the right to
cumulate votes in the election of directors.
<PAGE>
On the Record Date, the directors and officers beneficially owned the
following shares of the Company's Common Stock. The Company does not believe
that any stockholder owns more than 5% of the Company's Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
- ---------------------------------------------------------------------------------- ------------------ -------------
<S> <C> <C>
Michael B. Yanney, Director, Chairman of the Board................................ 264,221(2) 2.9%
Stewart Zimmerman, Director, President and Chief Executive Officer................ 56,100(3) *
William S. Gorin, Executive Vice President and Secretary.......................... 56,100(3) *
Ronald Freydberg, Senior Vice President........................................... 35,200(3) *
Gary N. Thompson, Chief Financial Officer and Treasurer........................... 12,500(3) *
Michael L. Dahir, Director........................................................ 6,860(3) *
George Janzen, Director........................................................... 1,860 *
George H. Krauss, Director........................................................ 40,500(3) *
Gregor Medinger, Director......................................................... 7,860(3) *
W. David Scott, Director.......................................................... 1,960 *
All executive officers and directors as a group (10 persons)...................... 483,161(3) 5.2%
</TABLE>
- ------------------------
* Less than 1% of class.
(1) Each director and executive officer has sole voting and investment power
over the shares he beneficially owns, and all such shares are owned directly
unless otherwise indicated.
(2) Includes 201,621 shares which are owned of record by entities which Mr.
Yanney controls and 62,500 shares of the Company's common stock which may be
acquired within 60 days of March 22, 1999, pursuant to the exercise of
options by Mr. Yanney.
(3) Includes 50,000, 40,000, 35,000, 12,500, 37,500, 5,000, 5,000 and 247,500
shares of the Company's common stock which may be acquired within 60 days of
March 22, 1999, pursuant to the exercise of options by Messrs. Zimmerman,
Gorin, Freydberg, Thompson, Krauss, Dahir and Medinger, and all executive
officers and directors as a group, respectively.
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES
The full Board of Directors of the Company is composed of seven directors.
The Board of Directors is divided into three classes with directors in each
class serving for a term of three years. The terms of office of the current
Class I, Class II and Class III directors will expire in 1999, 2000 and 2001,
respectively. The Board of Directors has nominated Michael B. Yanney and Gregor
Medinger as Class I directors to serve three-year terms expiring in 2002. Mr.
Yanney and Mr. Medinger have each expressed an intention to serve, if elected,
and the Board of Directors knows of no reason why either of Mr. Yanney or Mr.
Medinger might be unavailable to serve. If either of Mr. Yanney or Mr. Medinger
is unable to serve as a Class I director, the shares represented by all valid
proxies will be voted for the election of such substitute nominee as the Board
of Directors may recommend. There are no arrangements or understandings between
either of Mr. Yanney or Mr. Medinger and any other person pursuant to which they
were selected as nominees. The election of a director requires the affirmative
vote of a plurality of the shares present in person or represented by proxy at
the meeting and entitled to vote. Consequently, votes withheld and broker
nonvotes with respect to the election of directors will have no impact on the
election of directors. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE ELECTION OF MR. YANNEY AND MR. MEDINGER AS CLASS I DIRECTORS.
2
<PAGE>
The table below sets forth certain information regarding the directors of
the Company. All members of, and nominees to, the Board of Directors have held
the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
- -------------------------------- --- ----------------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
NOMINEES
Michael B. Yanney(1)............ 65 Chief Executive Officer of America First Companies 1998 1999
L.L.C.(2)
Gregor Medinger................. 55 President of HVB Capital Markets, Inc. 1998 1999
DIRECTORS CONTINUING IN OFFICE
Michael L. Dahir................ 50 President and Chief Executive Officer of Omaha State 1998 2000
Bank
George H. Krauss(3)............. 57 Consultant to America First Companies 1998 2000
L.L.C.( 2) and Of Counsel to the law firm of Kutak
Rock
Stewart Zimmerman............... 54 President and Chief Executive Officer of the Company 1998 2001
George V. Janzen................ 70 Independent Investment Consultant 1998 2001
W. David Scott.................. 37 President and Chief Executive Officer of Magnum 1998 2001
Resources, Inc.
</TABLE>
- ------------------------
(1) Mr. Yanney also serves as a Director on the Boards of Directors of
Burlington Northern Santa Fe Corporation, RCN Corporation, Kiewit
Diversified Group, Inc., Forest Oil Corporation, Lozier Corporation, Freedom
Communications, Inc., PKS Information Services, Inc., Magnum Resources, Inc.
and Rio Grande Medical Technologies, Inc.
(2) America First Companies L.L.C. is an affiliate of the Company.
(3) Mr. Krauss has been a consultant to America First Companies L.L.C. since
1997. Mr. Krauss also serves as a Director on the Boards of Directors of
Gateway 2000, Inc. and Bayview Capital Corporation.
Information regarding other executive officers of the Company is found in the
Company's Form 10-K, a copy of which accompanies this Proxy Statement.
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the year ended December 31, 1998, the Board of Directors
held seven meetings and acted by written consent in lieu of a meeting five
times. All directors attended at least 75% of the meetings of the Board of
Directors and of the committees of the Board of Directors on which they served
during 1998.
The Board of Directors has established and assigned certain responsibilities
to an Audit Committee and a Compensation Committee. In addition, the Board of
Directors has delegated certain functions and authority to America First
Mortgage Advisor Corporation (the "Advisor") pursuant to the terms of an
Advisory Agreement between the Company and the Advisor. The Advisor at all times
is subject to the supervision of the Board of Directors and only has such
functions and authority as the Company delegates to it. The Advisor is
responsible for the day-to-day operations of the Company and performs such
services and activities relating to the assets and operations of the Company as
is agreed upon by the Advisor and the Board of Directors of the Company. The
Advisor also acts as a consultant to the Company with respect
3
<PAGE>
to investments and policy decisions and provides the Company with the executive
and administrative personnel and services required in rendering its services.
AUDIT COMMITTEE. The functions performed by the Audit Committee include the
review and oversight of all transactions among the Company and its directors,
officers, holders of 5% or more of its shares of Common Stock or any affiliates,
periodic review of the Company's financial statements and meetings with the
Company's independent auditors. The Bylaws require that the entire Audit
Committee be comprised of Directors who are not employees of the Company. The
Audit Committee is composed of Directors Janzen and Scott. The Audit Committee
held three meetings during fiscal 1998.
COMPENSATION COMMITTEE. The duties of the Compensation Committee include
determining the compensation of the Company's executive officers and the
administration of the Company's 1997 Stock Option Plan (the "Stock Option
Plan"). The Bylaws require that a majority of the members of the Compensation
Committee be Directors who are not employees of the Company. The Compensation
Committee consisted of Directors Medinger and Dahir. The Compensation Committee
met one time during fiscal 1998.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company or of the Advisor or its
affiliates (the "Independent Director") receive annual directors' fee of
$15,000, of which $5,000 is paid in cash and $10,000 is paid in the form of
shares of Common Stock. The number of shares of Common Stock issued is based on
the fair market value at the date of issuance. Directors are also eligible to
receive grants of stock options and dividend equivalency rights ("DERs") under
the Company's Stock Option Plan. A DER entitles its holder to receive a cash
payment equal to the dividends paid on one share of the Company's Common Stock.
Each Independent Director has been awarded 1,250 DERs and an option to acquire
5,000 shares of the Company's Common Stock. At the discretion of the Board of
Directors, the Independent Directors may also be paid cash compensation for
serving on committees of the Board of Directors. However, no such additional
compensation was paid in 1998. All members of the Board of Directors are
reimbursed for travel and other expenses incurred by them in connection with
attending any meetings.
COMPENSATION OF EXECUTIVE OFFICERS
The only remuneration that the Company may provide to its executive officers
are grants of stock options and DERs under the Company's Stock Option Plan. The
executive officers of the Company are paid a salary and bonus and receive
certain employee benefits from America First Companies L.L.C., the parent of the
Advisor ("America First"). However, the Company does not reimburse either
America First or the Advisor for the salary, bonus or other employee benefits of
these executive officers. Accordingly, the Company does not directly or
indirectly pay its executive officers any salary or bonus or provide them with
any employee benefits, except under its Stock Option Plan.
The following table sets forth information regarding the annual and
long-term compensation paid by the Company and America First to the Company's
Chief Executive Officer and the other executive officers of the Company whose
total salary and bonus paid with respect to acting as executive officers of the
Company (the "Named Executive Officers") during fiscal 1998 exceeded $100,000.
No information is presented for years prior to 1998 since the Company did not
begin operations until April 9, 1998.
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(2) AWARDS
------------------------
ANNUAL COMPENSATION(1) (G)
------------------------------- SECURITIES
(A) (C) (D) UNDERLYING
NAME AND (B) SALARY BONUS OPTIONS/SARS (G)
PRINCIPAL POSITION YEAR ($) ($) (#) DERS(3)
- ----------------------------------------------------------- --------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Stewart Zimmerman.......................................... 1998 274,616 55,000 100,000 100,000
President and Chief Executive Officer.
William S. Gorin........................................... 1998 138,000 46,000 80,000 80,000
Executive Vice President and Secretary
Ronald Freydberg........................................... 1998 132,500 50,000 70,000 70,000
Senior Vice President
</TABLE>
- ------------------------
(1) All amounts are paid by America First Companies L.L.C., the parent of the
Advisor. Other than the salary and bonus amounts shown, no Named Executive
Officer received any other form of annual compensation required to be
reported under the rules of the Securities and Exchange Commission.
(2) All amounts represent options to acquire Common Stock of the Company. As
of March 22, 1999, the record date for the Annual Meeting, 50,000, 40,000
and 35,000 of the options were vested (or would vest within 60 days) for
Messrs. Zimmerman, Gorin and Freydberg, respectively. The Company does not
maintain any plan that awards restricted stock or stock appreciation rights
(SARs(2)) to its executive officers.
(3) Dividend equivalency rights awarded during 1998. Of such amounts, dividend
equivalency payments were made in 1998 only with respect to 25,000, 20,000
and 17,500 DERs, respectively. The aggregate amount of DER payments during
1998 were below the disclosure threshold established under the rules of the
Securities and Exchange Commission.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Under the Company's Stock Option Plan, the Compensation Committee may grant
either qualified or non-qualified stock options to the directors, officers and
employees of the Company, the Advisor or their subsidiaries.
The following table sets forth certain information with respect to stock
options granted to Named Executive Officers of the Company during fiscal 1998:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SHARES OPTIONS GRANTED TO GRANT DATE
UNDERLYING EMPLOYEES IN FISCAL EXERCISE EXPIRATION PRESENT
NAME OPTIONS GRANTED YEAR PRICE DATE VALUE(1)
- --------------------------------------- --------------- ------------------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Stewart Zimmerman...................... 100,000 20% $ 9.375 April 2008 $ 188,000
William S. Gorin....................... 80,000 16% $ 9.375 April 2008 $ 150,400
Ronald Freydberg....................... 70,000 14% $ 9.375 April 2008 $ 131,600
</TABLE>
- ------------------------
(1) In accordance with the Securities and Exchange Commission rules, grant
date present value is determined using the Black-Scholes option-pricing
model. The Black-Scholes model is a complicated mathematical formula widely
used to value exchange-traded options. However, stock options granted by the
Company are long-term, non-transferable and subject to vesting restrictions,
while exchange-traded options are short-term and can be exercised or sold
immediately in a liquid market. The Black-
5
<PAGE>
Scholes model relies on several key assumptions to estimate the present
value of options, including the volatility of, and dividend yield on, the
security underlying the option, the risk-free rate of return on the date of
grant and the term of the option. In calculating the grant date present
values set forth in the table, because the Company had no trading history
prior to the Merger Date, the Company utilized assumptions consistent with
activity of a comparable peer group of companies. The following weighted
average assumptions were used: expected volatility of 25%; dividend yield of
0% (6% for DER payments); risk free interest rate of 5.5%; and expected life
of five years.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
No options were exercised during fiscal 1998 by any executive officer of the
Company. The following table sets forth certain information concerning the
number of unexercised options and the value of unexercised options at the end of
fiscal 1998 held by the Company's Named Executive Officers.
<TABLE>
<CAPTION>
(D)
NUMBER OF (E)
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR FISCAL YEAR
END(#) END($)
(B) (C) ----------------- -----------------
(A) SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- ------------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Stewart Zimmerman........................... -0- -0- 25,000/75,000 -0-/-0-
William S. Gorin............................ -0- -0- 20,000/60,000 -0-/-0-
Ronald Freydberg............................ -0- -0- 17,500/52,500 -0-/-0-
</TABLE>
LONG-TERM INCENTIVE PLANS AND OTHER MATTERS
The Company does not maintain a long-term incentive plan or pension plan (as
defined in Item 402 of SEC Regulation S-K) for its officers and has not repriced
any stock options for any of its officers during the last fiscal year.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
THE REPORT IS NOT DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR SUBJECT TO THE SEC'S PROXY
RULES OR TO THE LIABILITIES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934
(THE "1934 ACT"), AND THE REPORT SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE INTO ANY PRIOR OR SUBSEQUENT FILING BY THE COMPANY UNDER THE
SECURITIES ACT OF 1933 OR THE 1934 ACT.
EXECUTIVE OFFICER COMPENSATION. The only compensation that the Company may
provide to its executive officers are awards of options to acquire shares of the
Company's Common Stock and dividend equivalency rights ("DERs") under the
Company's Stock Option Plan. A stock option allows its holder to acquire shares
of the Company's Common Stock at a set price during a defined period of time. A
DER entitles its holder to receive a cash payment equal to the dividends paid on
one share of the Company's Common Stock. The Compensation Committee may make
awards of stock options and DERs to its executive officers in order to provide
an incentive to maximize their efforts on behalf of the Company by providing
them with a proprietary interest in the Company. Such awards also encourage
executive officers to remain employed with the Company and assist the Company in
its efforts to attract new executive officers as the need arises. The
Compensation Committee has discretionary authority to award stock options and
DERs to the Company's executive officers and to determine the terms of such
awards.
During 1998, each of the executive officers of the Company was awarded stock
options and DERs under the Company's Stock Option Plan. The Compensation
Committee determined which of the executive officers are eligible to receive
grants of stock options and DERs based on a number of factors,
6
<PAGE>
including their positions and responsibilities, the nature and value to the
Company of such individuals accomplishments during the year and the potential
contribution of such individuals to the ongoing success of the Company.
COMPENSATION OF CEO. During fiscal 1998, Stewart Zimmerman, the chief
executive officer of the Company, was awarded options to acquire 100,000 shares
of the Company's Common Stock at $9.375 per share. Mr. Zimmerman also received
100,000 DERs, of which 25,000 were vested upon grant and the remainder will vest
at the rate of 25,000 per year. The exercise price of the options is equal to
the price at which the Common Stock traded on April 13, 1998, the date the
Company's shares began public trading. Therefore, the options were designed as
an incentive for Mr. Zimmerman to implement the Company's investment strategy in
a manner designed to increase the value of the Company's Common Stock. The
options and DERs were also awarded to Mr. Zimmerman in recognition of his
efforts in connection with the merger of the predecessor limited partnerships
with and into the Company and design and commencement of the Company's business
strategy. These stock options and DERs represent the entire remuneration
received by Mr. Zimmerman from the Company. He received no cash compensation
from the Company for serving as chief executive officer during fiscal 1998.
Accordingly, the Compensation Committee believes that the compensation provided
by the Company is very reasonable to the Company compared with compensation
packages provided to chief executive officers of similar companies in the same
industry.
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. The current
tax law imposes an annual, individual limit of $1 million on the deductibility
of the Company's compensation payments to its executive officers. Specified
compensation is excluded for this purpose, including performance-based
compensation, provided that certain conditions are satisfied. The Committee has
determined to preserve, to the maximum extent practicable, the deductibility of
all compensation payments to the Company's executive officers.
GREGOR MEDINGER
MICHAEL L. DAHIR
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no compensation committee interlocks and no insider participation
in compensation decisions that are required to be reported under the rules and
regulations of the Securities Exchange Act of 1934.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described herein, the Registrant is not a party to any transaction
or proposed transaction with any person who is (i) a director or executive
officer of the Registrant, (ii) a nominee for election as a director, (iii) an
owner of more than 5% of the Common Stock or (iv) a member of the immediate
family of any of the foregoing persons.
Michael Yanney, the Chairman and a director of the Company, George Krauss, a
director of the Company, and Gary Thompson, an executive officer of the Company,
are equity owners of America First Companies L.L.C. ("America First").
Subsidiaries of America First engaged in the following transactions with the
Company and its predecessors during 1998.
The Advisor manages the operations and investments of the Company and
performs administrative services for the Company. In turn, the Advisor receives
a management fee payable monthly in arrears in an amount equal to 1.10% per
annum of the first $300 million of stockholders' equity of the Company, plus
.80% per annum of the portion of stockholders' equity of the Company above $300
million. The Company also pays the Advisor, as incentive compensation for each
fiscal quarter, an amount equal to 20% of the dollar amount by which the
annualized return on equity for such fiscal quarter exceeds the amount necessary
to provide an annualized return on equity equal to the ten-year U.S. Treasury
Rate plus 1%. During 1998, the Advisor earned a base management fee of $590,875.
The Advisor was eligible to receive
7
<PAGE>
incentive compensation of approximately $2,800 in 1998. During 1998, the Company
also reimbursed the Advisor for expenses totaling $992,875.
America First Properties Management Company L.L.C. (the "Manager") provides
property management services for certain of the multifamily properties in which
the Company has an interest. The Manager receives a management fee equal to a
stated percentage of the gross revenues generated by the properties under
management, ranging from 4.5% to 5% of gross revenues. Such fees paid by the
Company or its predecessors in 1998 amounted to $333,928.
On April 9, 1998, America First Participating/Preferred Equity Mortgage Fund
Limited Partnership (the "PREP Fund") and America First PREP Fund 2 Limited
Partnership ("PREP Fund 2) were merged with and into the Company and America
First PREP Fund 2 Pension Series Limited Partnership ("Pension Series") became a
partnership subsidiary of the Company. Prior to this merger transaction, the
general partners of PREP Fund ("AFCA 3") and of PREP Fund 2 and Pension Series
("AFCA 6") were entitled to receive annual administrative fees in connection
with the operation of their respective partnerships, but only to the extent such
fees were not payable by the owners of multifamily properties financed by these
partnerships. The total amount paid by PREP Fund, PREP Fund 2 and Pension Series
to AFCA 3 and AFCA 6 during 1998 and prior to the merger was $75,158. In
addition, prior to the merger, PREP Fund, PREP Fund 2 and Pension Series
reimbursed AFCA 3 and AFAC 6 for various general and administrative expenses
incurred by AFCA 3 and AFCA 6 in connection with the operation of these
partnerships. During 1998, such reimbursement paid to AFCA 3 and AFCA 6 equaled
$240,706.
8
<PAGE>
COMPANY PERFORMANCE
THE GRAPH IS NOT DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH
THE SEC OR SUBJECT TO THE SEC'S PROXY RULES OR TO THE LIABILITIES OF SECTION 18
OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT"), AND THE GRAPH SHALL NOT
BE DEEMED TO BE incorporated BY REFERENCE INTO ANY PRIOR OR SUBSEQUENT FILING BY
THE COMPANY UNDER THE SECURITIES ACT OF 1933 OR THE 1934 ACT.
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and in the stocks
making up two comparative stock indices on April 13, 1998, the date the
Company's Common Stock commenced trading, through the end of the Company's
fiscal 1998.
STOCK PERFORMANCE GRAPH
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMERICA FIRST MORTGAGE STANDARD & POORS COMPOSITE MORTGAGE REIT
INVESTMENTS, INC. 500 INDEX PEER GROUP(1)
<S> <C> <C> <C>
4/13/98 $100.00 $100.00 $100.00
6/30/98 $84.93 $102.18 $80.15
9/30/98 $63.70 $91.65 $62.99
12/31/98 $50.00 $110.77 $58.63
</TABLE>
<TABLE>
<CAPTION>
4/13/98 6/30/98 9/30/98 12/31/98
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
America First Mortgage Investments, Inc..................................... 100 84.93 63.70 50.00
Standard & Poors Composite 500 Index........................................ 100 102.18 91.65 110.77
Mortgage REIT Peer Group(4)................................................. 100 80.15 62.99 58.63
</TABLE>
- ------------------------
(1) The peer group consists of Redwood Trust, Inc., Thornburg Mortgage Asset
Corporation, American Residential Investment Trust, Inc. and Annaly Mortgage
Management, Inc.
9
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITOR
PricewaterhouseCoopers LLP has been appointed by the Board of Directors as
auditors for the Company and its subsidiaries for fiscal 1999. This appointment
is being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy at the meeting
and entitled to vote. Abstentions will have the same effect as a vote against
ratification. Broker nonvotes will not be considered shares entitled to vote
with respect to ratification of the appointment and will not be counted as votes
for or against the ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
AUDITORS FOR FISCAL 1999.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting and will be provided an opportunity to make a statement and
to respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting, including nominations for directors, must
have been received by the Secretary of the Company at its home office no earlier
than 90 days prior to the Annual Meeting or later than 60 days prior to the
Annual Meeting. Accordingly, any shareholder proposals must have been submitted
between February 8 and March 9, 1999. Therefore, no shareholder proposal may be
submitted at this time for consideration at the annual meeting.
In order to be included in the Company's proxy statement relating to its
2000 annual meeting, stockholder proposals must be submitted by December 7, 1999
to the Secretary of the Company at its home office. The inclusion of any such
proposal in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by shareholders for consideration at the Annual Meeting.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
10
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The Company's Annual Report on Form 10-K, as filed by the Company with the
Securities and Exchange Commission, is being mailed, together with this Proxy
Statement, to all stockholders entitled to vote at the Annual Meeting. However,
such Annual Report on Form 10-K is not to be considered part of this proxy
solicitation material.
By Order of the Board of Directors
/s/ WILLIAM S. GORIN
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William S. Gorin, SECRETARY
New York, New York
April 5, 1999
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REVOCABLE PROXY
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICA FIRST MORTGAGE INVESTMENTS, INC. FOR USE ONLY AT THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 5, 1999 AND AT ANY ADJOURNMENT
THEREOF.
The undersigned hereby authorizes the Board of Directors of America
First Mortgage Investments, Inc. (the "Company"), or any successors in
their respective positions, as proxy, with full powers of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Joslyn Art Museum, 2200 Dodge Street, Omaha,
Nebraska on Wednesday, May 5, 1999, at 10:00 a.m., Central Daylight Time, and
at any adjournment of said meeting, and thereat to act with respect to all
votes that the undersigned would be entitled to cast, if then personally
present, in accordance with the instructions below and on the reverse hereof.
1. ELECTION OF DIRECTORS.
/ / FOR the nominees listed below for the term to expire in 2002
(except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Michael B. Yanney Gregor Medinger
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, CROSS OUT SUCH NOMINEE'S NAME.)
2. AUDITORS. Ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors for fiscal 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. To vote, in its discretion, upon any other business that may
properly come before the Annual Meeting or any adjournment thereof.
Management is not aware of any other matters which should come before the
Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR
DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
(continued and to be signed on the reverse hereof)
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This proxy is revocable and the undersigned may revoke it at any
time prior to the Annual Meeting by giving written notice of such revocation
to the Secretary of the Company. Should the undersigned be present and want
to vote in person at the Annual Meeting, or at any adjournment thereof, the
undersigned may revoke this proxy by giving written notice of such revocation
to the Secretary of the Company on a form provided at the meeting. The
undersigned hereby acknowledges receipt of a Notice of Annual Meeting of
Stockholders of the Company called for May 5, 1999 and the Proxy Statement
for the Annual Meeting prior to the signing of this proxy.
Dated: ______, 1999.
(Signature)
(Signature if held jointly)
Please sign exactly as name appears on
this proxy. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give your full title.
If a corporation, please sign in full
corporate name by authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
